


Child of the Old Ones

by hazecraves



Category: South Park
Genre: Chubby Butters Stotch, Dirty Talk, Enthusiastic Consent, F/M, Kenny is not entirely human, M/M, Tentacle Porn, Tentacles, just in case, spoilers for Mysterion Rises, technically underage but not really because of the consent laws in Colorado
Language: English
Status: Completed
Published: 2018-07-21
Updated: 2018-07-21
Packaged: 2019-06-14 03:39:11
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 11,149
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/15379845
Author URL: https://archiveofourown.org/users/hazecraves/pseuds/hazecraves
Summary: Kenny McCormick has never been lucky. His frequent deaths alone should be all the testament he needs to prove that. But he's never let that stop him from having his fun. Until one day he realizes that his curse goes past simply being unable to die and having no one remember it. One day he finds out that his odd conception came with odd inheritances that he's not at all happy about. So he keeps his nose clean and to the grindstone, ignoring any shenanigans, romantic entanglements, or sexual romps until his high school graduation. And more importantly, his high school graduation party! One night of fun can't cause any harm right? So what if his long time crush, Butters Stotch, is there!But Kenny McCormick has never been lucky.Right?





	Child of the Old Ones

**Author's Note:**

> Hey everyone! Welcome to my descent to hell! :D I honestly never thought I'd be someone who would write South Park smut, but here we are. Mostly because I personally feel like the Bunny ship never gets enough love. Maybe that's just me.
> 
> Special thanks to [kishafisha](https://archiveofourown.org/users/kishafisha) for beta reading this fic for me! I have ideas, but no real writing skills to speak of, and that's where she comes in! You should definitely read her work, too!

“K-Ken?!” 

Kenny pants, swallowing hard. He feels like every muscle in his body has been replaced with steel so cold as to burn, unable to so much as twitch as he stares down at wide, pale blue eyes. Eyes that stare back up at him in shock and fear. He chokes on his own breath, seeing a slither of black glide over soft, porcelain skin, smoothing up to caress a plump cheek. Under him, the smaller blond shudders and bucks, crying out in shock as he tries to jerk away, only to find himself held fast by other sleek, black lengths. At least he assumes Butters cries out. He can’t actually hear it. Can’t seem to hear anything anymore over the rush of blood in his ears, his pounding heart, and his own too loud breathing. 

Is he really breathing? He can’t tell. He hears the rasp of each breath, but none of it seems to reach his lungs, which are burning tight, trapped within his rib cage that feels like it’s constricting around his vital organs.

The worst part is that he can feel it. Feel them. Each and every single one. Each caress, every inch of flesh the pitch black limbs are wrapped around. “L-Leo!” He finally manages to just wheeze out. Like it means anything at all.

It doesn’t matter, because he can’t will himself to move, and Butters is trembling, fighting to break free.

* * *

If he was ever asked, Kenny wouldn’t be able to answer when it’d all started. Maybe puberty? Sometime during that time. For all he knows, it started the moment his balls dropped and it’d just progressed so slowly that he hadn’t taken notice until it was too late. If he thinks back on it, he can maybe recall a few possible incidents. Small signs he had dismissed as inconsequential. Or maybe his mind was now just supplying fake memories to fill in the gaps.

Because he should have seen this coming. The moment he’d learned the truth of his origin, his conception, his birth, his powers, and where they had all come from. He should have realized then that just being unable to die wouldn’t be the end of it all. Life has never been that kind to him, so of course the moment he’d started to accept himself as he was, he should have known that life would find a new way to kick him in the balls before stabbing him in the back all over again.

The first time he’d noticed it was when he was fifteen. He was with Lola in the backseat of the 1987 Cadillac Brougham that he had helped his brother restore to a working condition. Technically he was too young to drive it, but fuck if Kenny was ever one to follow the rules. Or the law. Lola had thought it was hot. 

It wasn’t that Lola had been special to Kenny. Sure, she was nice, but they both knew what they were there for. Kenny got around, and had the experience that getting around gave someone. That probably should have been a deterrent, but somewhere around Junior High, Kenny had also gained the reputation of Class Stud. His number was bumped up to somewhere among top five on the girls’ “cutest boys” list.

So the girls (and some guys) came. And Kenny didn’t say no to them. He had no reason to say no to them. One-sided crushes on blond little butterballs wasn’t deterrent enough to stop Kenny’s raging teenage libido.

So he went out with Lola; a cheesy romcom and then a quick drive around town to end up in Make Out Point. They’d fumbled around, the car squeaking as it rocked back and forth, all just trying to figure out who wanted to go where and where to put what in the cramped space of the back seat, what to take off and when the proper time to take it off was. Kenny had even managed to unhook her bra on the first try! Things had been going so well. It hadn’t been his first time, but the first with one of the ‘popular girls’, on the fringe of the clique, but a long term member all the same. A top notch on his bedpost for sure.

Lola had gone down on him first. It was sloppy, but at least she knew not to use her teeth. And then it had been his turn to return the favor, taking his sweet time on the trek down, detouring frequently to worship her awesomely developing body with his mouth and hands. She had a really great pair of tits. Not as nice as Bebe’s, but definitely high marks in Kenny’s books. He’d especially loved how Lola had reacted to having her nipples pinched and rolled, worked up to dark red, pebbled points. He’d been about to find out how she’d react to having them bitten and sucked when it happened.

Out of the blue, Lola had started moaning in abandon, crying out Kenny’s name like an exaltation to the gods themselves. She'd thrown her head back, eyes screwed shut as her body twitched and jerked, even biting her index finger to muffle the volume of her cries, her breasts heaving with each sharply sucked in breath. And while that was completely awesome and hot as fuck to witness, Kenny hadn't actually done anything to merit that sort reaction yet. Nipple play was great, but c’mon!

“Oooh! Oh my god… Kenny! There… Oh fuck, right there! Yes! H-how are you even this good?! Oh my god!” Her hands had reached up to him, nails digging into his shoulder where she anchored, fingers pulling his hair as if trying to guide him.

That… while still arousing to watch, did not bode well at all for the rest of the evening. It just couldn’t have. That was just Kenny’s luck.

He'd almost asked her if she was okay when he realized what happened.

Something had been moving between her legs. Something black and shiny as if it had been glossed to a high polish. It had slipped under her skirt and pushed the crotch of her panties aside and was diving in like it was frantically searching for treasure, making Lola whimper as her hips undulated in countertime. He’d been shocked into utter stillness, hadn't been able to breathe, just watching in stunned and terrified fascination. It was almost hypnotic, the way it moved in continual waves.

And then Lola came hard and all at once, body trembling from the force of it, Kenny’s name a mantra on her lips. And he had felt it, the clench and ripple of her inner walls, a shudder of something incredible and frightening racing up his back and pooling into his groin, almost sending him over the edge right along with her. That was what finally spurred his body into action. He grabbed the smooth, black length and yanked, feeling the jerk painfully at his back. 

“Holy fuck!” He'd cursed and stumbled back, hitting the door hard and wincing when the the black length _that was attached to him_ hit the window crank.

“Holifuck s’right,” Lola had slurred with an intoxicated sort of smile, completely unaware of what had just happened. Slowly, she pushed herself up onto her elbows, and Kenny quickly tried to stash the length of inky black behind himself, only to realise it was gone. Oh god, _oh fucking god!_ “Holy shit, Kenny! The rumors about you were true.” Lola purred, completely unaware of the mental breakdown Kenny was just barely keeping at bay.

She offered up a sultry, satiated smile, then grabbed the back of Kenny’s head and kissed him like she had been trying to suck the life out of him. He would have let her do literally just that if it meant he wouldn't have to deal with the aftermath of what had just fucking happened.

But Kenny was quick on his feet and actually a pretty decent actor, so despite the roiling ball of panic growing rampantly in the pit of his stomach, pressing and clinging to the walls of his insides, he kissed Lola like they’d just shared the fuck of their young lives, and then he’d taken her home like absolutely everything was perfect and awesome and good, before breaking the speed limit and maybe the laws of gravity themselves in his rush to get home. He’d ignored his parents, his brother asking him how things went, even Karen asking him if he was okay. He’d slammed and locked the door to the bathroom and then he’d stripped down to his birthday suit to get a good look at himself in the mirror.

There hadn’t been anything, no protrusion, not a bump, not even an odd mark. Nothing at all to indicate he’d grown some sort of snake or lizard tail that liked fucking as much as he did.

But he hadn’t made it up, hadn’t imagined it. It had been real! He had seen it with his own two eyes, watched the entire scene play out like a real live tentacle porno. He’d felt it! Grabbed it! Felt the pleasure of Lola’s pussy walls rippling around it as she came, felt pain when he’d slammed it back against the window crank. 

Could he be anymore of a freak?

The answer, of course, was yes.

After what happened with Lola, he’d taken a sabbatical from his mission to nail every hot chick in sophomore year and up (and even some of the guys, which he could only wish included Butters), and it was just the worst timing, because Lola had gotten word around that Kenny was some sort of sex god and the offers started pouring in. 

The case of blue balls had nearly been terminal, and that was barely an exaggeration! 

But it was also his blue balls that helped him figure out just what the fuck had happened to him.

Or rather, it was porn. And people say porn wasn’t good for anything. 

He’d taken to watching a lot of porn to alleviate the buildup and stress in his adolescent body, raging with hormones, and a libido that could be woken up by a stiff breeze. Sometimes he wondered if his sex drive was normal. Sometimes he wondered if maybe he was a sex addict after all. And sometimes he wondered if his never fully satiated sexual cravings were human in nature at all.

It had been Hardcore Bareback Firemen Part 9 that had done him in. He’d been so worked up that day, because Bridon Gueermo had actually approached him and asked if he was busy that weekend. And sure, the kid was a freshman, and he sure as hell wasn’t a Butters Stotch (but who was?), and also, he’s pretty sure Bridon was just trying to get to Stan through him, but none of that really mattered. Because they just didn’t build freshman like Bridon Gueermo. Bridon was the type of guy you loved to hate because he was just so… fucking perfect. Turning him down was the hardest thing he’d ever had to do. It was the final straw for his angry, neglected dick.

He’d gone home that afternoon and masturbated furiously, emboldened by the fact that he had the house to himself for once. He’d fisted his cock like he had a personal grudge against it, or it against him, his other hand teasing lower. He usually didn’t like to be fucked, didn’t like to bottom, but unholy gods, he just needed that extra bit that day. The buildup was intense, and no matter what he did, he couldn’t seem to reach that edge. He’d whined, begged and pleaded with his body to just give in, give him release. That’s when he felt it, a smooth, warm length pressing in insistently to get in past the barrier made by his fingers, another smoothing up his chest, a thin tip circling a nipple. He’d screamed, the shock of it sending him over the edge, and he’s never had a more intense or horrible orgasm in his life. 

But when it was all over, they were still there, two black, glossy looking lengths curled around his body, protruding from his back, just below his shoulder blades. 

To say he freaked the fuck out was an understatement. Even worse when they just disappeared on him again. He’d spent the next couple of hours muttering _‘what the fuck?!’_ to himself and trying to research anything he could about it. He never found any definitive answers, but after consulting with the Grimoire, he could only figure this was just all part and parcel of growing up a child of the ‘Great Old Ones.’ If that’s even how it worked.

The tentacles on his back told him that it was in fact how it worked.

What was worse was that as he grew older, new ones appeared. They’d doubled at first, and then two more grew in by the time he was seventeen. Always coming and going as they pleased at first, but Kenny eventually learned to control them. For the most part. 

He couldn’t trust himself not to lose control of his hold on them, though. Something that seemed to happen most often when he was sexually stimulated. Not always, but the odds were higher then than any other time. It just wasn’t something he could afford to risk. So Kenny McCormick stopped fooling around, killed his reputation as the class slut. Instead he devoted himself to protecting his little sister, his little town, and even his little studies.

As it turned out, Kenny McCormick was actually not that dumb of a kid. Shockingly, he made the top ten percentile in his class when he applied himself. And the odd little hobbies he had growing up, trying to get rich fast? Turns out those were actual talents he possessed. Like singing opera and acting. And that was how, to the shock of everyone, including himself, Kenny had ended up with a full ride scholarship to Juilliard towards the end of senior year. The look on Cartman’s face had been its own reward! The lard ass probably thought that out of all of them, the one with the worst prospects after graduating high school was not going to be Eric himself. 

The only one who hadn’t seemed shocked at all had been Butters. His too sweet, too pure, far too innocent Buttercup. The sunshine on the cloudy day that was Kenny’s entire fucking life. Butters, who, even at seventeen, still hadn’t really hit his growth spurt… or fully grown out of his baby fat. He wasn’t like Cartman, not by a longshot. But he was just… soft all over. Kenny had frequent daydreams about leaving hand-shaped bruises on the soft give of Butters’ round hips. Of slapping his ass and watching it jiggle.

But those thoughts weren’t at all helpful in his vow of celibacy.

Anyway…

When Butters had heard the news of Kenny’s scholarship, the sunny blond had just beamed up at Kenny like the first light of dawn after a long, cold night and hugged him tight. And Kenny, being the weak man that he was, had found himself wrapping his arms around the pint-sized blond in return, reveling in the feel of Butters’ warmth against his own wiry frame.

“Congratulations, Kenny, ol’ buddy! I always knew you were something special! Now everyone else can see it, too.”

And that just wasn’t fair! How was he expected to survive an attack like that?! How was he supposed to go on?!

So he’d bailed. He couldn’t even remember what he had said as an excuse, but Butters, his sweet little Buttercup had looked so confused and hurt. 

Fuck!

Fuck his life.

He almost opted out of going to Token’s pre-graduation graduation blow out party to bang his head against the wall for five consecutive hours instead. But Karen had all but shoved him out the door, telling him not to come back until he went to the party and killed the bug up his ass. 

“All you've done these last few years is worry about everyone else. Go out and have some fun tonight! You’ve earned it.” Truly, his sister was just too good for this world. 

And he did deserve a night of fun, didn’t he? He’d put his nose to the grind for the last three years, denying himself so much in the process, not just sex. He’d earned a night out! A night to turn off his brain and just have fun. And a party at Token’s? That was definitely not something to be missed! How the Student Council Treasurer had managed to sway Bebe into letting him throw this party instead of her was a mystery for the ages. Or maybe the answer was as simple as Bebe wanting to have fun without having to plan out every last detail. Everyone deserves a night off.

What was the worst that could happen?

The worst that could happen was Butters popping up after Kenny had already downed his first three beers. The young Stotch had never been known to go to parties like this before, his obsessively controlling parents had never allowed it. But apparently, since this was their very last party, Butters had snuck out after his ‘bedtime’. The fact that he was a seventeen year old with a bedtime was heartbreaking, though the adorable act of rebellion was quite possibly the hottest thing Kenny had ever heard of in his entire life.

No, he was not biased!

But the worst thing that could happen, didn’t occur until nearly midnight, well after he’d decided that he wasn't going to worry about Butters being there. He had determined early on that the best way to pass the night was in a blur of drinking, laughing, and dancing. 

So how he came to find himself pinning Butters to the bed in one of Token’s guest bedrooms, he really doesn’t know, but the mounting panic really doesn’t do anything to make him let go.

“Ken…?” Butters eyes him with large, limpid eyes. Whether his voice shaky with excitement or nerves or fear, Kenny has no way of knowing. But he doesn't hesitate to reach out with his soft, little hands to cup Kenny’s face, forcing him to look at only him.

“Butters… I…”

“Y-you… You can call me Leo, Kenny. I don’t mind… Or… or even Buttercup. I like it when you call me Buttercup.” He drops his gaze shyly, and even in the darkness of the room, their only light cast from the near full moon shining in through the gauzy curtains, Kenny can easily make out the rosy tinge on Butters round cheeks. 

Kenny licks his lips, panting soft breaths that have nothing to do with exertion, but rather the effort it takes to keep himself from leaning down and devouring lips that look petal soft. “Buttercup…” He sighs, then sucks that sigh right back up when Butters blushes darker and almost literally lights up the room with his smile. No… he can’t let himself be distracted by that! “Tell me to stop…”

“What? Now why would I do that?” Even as Butters asks, he starts to look unsure of himself, like maybe he misread the entire situation. Like being pinned down to a bed and loomed over by an idiot with a repressed libido could have multiple meanings.

“Because…” Kenny licks his lips. “Because I don’t know what I’ll do if you don’t.”

The hitch in his breath, the almost imperceptible whimper Butters doesn’t fully manage to bite back goes straight to Kenny’s cock and he has to close his eyes and visualize dead puppies to keep a tight rein on his control.

“It’s…” Butters’ voice cracks, and then he tries again “It’s okay if you do… I… I don’t mind… really… not if it's you. I…” His gaze flickers up to meet Kenny’s. “Ken, I… I’ve always…”

Whatever Butters was about to say, it’s lost to Kenny’s mouth as he presses his lips to the smaller blond’s, desperate and ravenous, like a starving man taunted with a feast, finally set free to enjoy it. His lips are even softer and warmer than even in Kenny’s most vivid fantasy and when Butters mewls, that’s it. He’s done for. 

Lips part and he tastes strawberry daiquiri and pineapple, because of course his sweet Butters would prefer cocktails to beer or straight liquor. A shy, slick tongue touches to his own and Kenny moans like a man broken. A sweet little caress of tongues shouldn’t be the hottest thing he's has ever experienced. He's done kinkier shit when he was ten years old. But the shy, sweet, inexperienced gesture breaks something deep inside him, something dark and twisted set free.

He’s not sure where their clothes get off to, but from one conscious thought to the next, Butters is down to just his underwear, a tight little pair of boxer briefs that dig into the softness of Butters' hips, thighs and abdomen, really bringing attention to his squishy, full tummy and plush thighs. And really, Kenny would just love to stick his face into that fullness, knead it with his hands for hours, suck and bite at those thick thighs until Butters wouldn’t be able to take a step without thinking of him, feeling him. But the best part is that those tight little undies do little to hide the fact that his sweet Buttercup is already hard.

A glint of something silvery blue catches his eyes and stops Kenny short for a beat and all he can do is stare dumbfounded. “Butters…?”

The poor kid struggles to find his voice, clearing his throat and licking his lips. “Y-yeah, Ken?”

“Butters is your… is your right nipple pierced…?”

For a another beat, Butters just goggles at him, as if he has no idea what the heck Kenny could be talking about, and then it seems to dawn on him and he huffs a laugh. “Yeah. I did it when me and a few of the other fellas became pirates in Somalia for a little while.” He tweaks his nipple as he stares down at it, tugging lightly at a bent barbell capped with opalescent beads on either end.

Kenny swallows hard, hearing the dry click in his throat. He thinks he remembers that misadventure Cartman dragged some of them on. He doesn't ask how Butters managed to get his nipple pierced at ten years old. It hardly seems to matter. Other things mattered a whole lot more.

“God, you’re so gorgeous,” he breathes out and Butters sucks in a sharp breath in answer, closing his eyes tightly and shaking his head. “No…? Have you seen yourself, Butters? You’re what wet dreams are made of!”

The poor kid just shakes his head harder, and he actually pouts at Kenny for daring to lie to him. “That's not me. I… I know what I look like!”

Kenny sighs. “I guess I’ll just have to show you.”

“W-wha?” Butters dares to look again, just in time for Kenny to press his open mouth to the tented cloth that covers his cock. He cries out and bucks hard, though he doesn’t try to push Kenny away. He doesn’t seem to try to touch him at all. He fists the sheets at his sides into tight balls, tugging at them as he tries to keep from bucking his hips again. Such a good boy.

Kenny hums as he sucks on the head of Butters’ cock, leaving a growing wet patch on his white underwear. His hands smooth up Butters’ sides, stroking and kneading that soft, sweet give of his hips, knowing that he could mark them up right now like he’s always fantasized about, and Butters would let him leave him covered in dozens of mouth shaped bruises. The want to claim every inch of that soft, plush body was almost more than he could bear.

“O-oh… Ken… Ken, what’s going on?” Butters asks, then gasps sharply in alarm. “ ** _K-Ken?!_** ”

Kenny goes tense, blood going cold in his veins. Fuck… How could he have let himself forget? How could he be so fucking stupid?! Kenny pants, swallowing hard, his muscles refusing to so much as twitch. Even in the dim light, he could feel all six of them, and they were having no trouble moving despite him. They course over his Butters' lush skin without his permission, one coiling tight over a thigh and sneaking ever higher, two slithering around his sides, one slipping around to his back, another teasing over a nipple. The last, the overachieving little son of a bitch, was slithering under Butters’ underwear, making the boy yelp in shock.

“W-what… what is this?!” The poor kid’s voice is a trembling, creaky mess.

Kenny feels his breath hitch, staring down at wide, pale blue eyes. Eyes that looked back up at him in shock and fear. He gasps, seeing a slither of black glide smoothly up, the thin tip reaches higher, up to caress a plump cheek, making the smaller blond shudder and arch, crying out in shock as he tries to jerk away, only to find himself held fast by the other sleek, black lengths. At least he assumes Butters cried out in shock. He actually couldn’t hear it. Can’t seem to hear anything over the rush in his ears, the pounding of his heart, and his own too loud breathing. 

The worst part is that he can feel it. Feel all that they feel. All of it.

“L-Leo!”

Butters was shaking, bucking and trying to break free. And Kenny… he can only stare in shock. It was like he was fifteen all over again with Lola in the backseat of Kevin’s car. Only this time, it was the nightmare version of that night that had made Kenny wake up in a cold sweat on more than one occasion. And then Butters started to cry.

“FUCK!” Kenny curses, body shocked out of inaction. He tries to jerk back, to force the black lengths to let the other boy go, to will them back away. It almost works, their grip starts to loosen, only to tighten back up again.

With a sharp gasp, Butters grabs him by the wrist, pulling himself up to a sitting position, faces inches from Kenny’s once again. He stares at him with eyes wide as saucers, his body heaving with his panicked breaths. Even so… 

Even so, he doesn’t let Kenny go, eyes darting all over to take in everything that there is to see. “Ken… is all… i-is all that really you?” His voice is soft and soothing, even as it trembles over the words, as if he’s trying to coax a panicked animal away from a corner.

Maybe he was.

But he couldn’t let himself be coaxed. He jerks his arm back, surprised when the tiny, soft blond holds on so firmly. He snarls, jerking back again harder. “Butters! Let me go!”

“No!” Butters replies firmly, trying to tug him back, anchoring himself with his other hand twisted into the bedsheets. “No, I’m not gonna do that, Ken.”

His instincts tell him to run, to fight his way out if he has to. To protect Butters, to protect himself from Butters, because this aspect of himself becoming public can only end badly for him. Can only end with him having to run, to hide for the rest of his life, labeled a monster and hunted down. It would lead to so many more deaths than he’s already experienced. 

It’s those instincts that seem to finally be what work on his tentacles, at least well enough to get their minds off of sex, because they rear back and up, ready to lash out and attack, trying to make him look bigger and more intimidating. But… this is Butters. He can’t fight Butters. Couldn’t bring himself to even hurt Butters. “I… I can't. You shouldn’t... Butters, let go of me! Can’t you see it for yourself?! I’m a freak, a monster I’m sorry, I…”

“I… I always knew you were different, Ken…” Butters breathes out and he doesn’t sound afraid anymore.

Kenny feels himself go still once more, though this time the feeling isn’t accompanied by burning cold steel filling his insides. His heart thumps hard against his ribcage. “... What?”

Butters fidgets in place, swallowing audibly as if he’s preparing himself to speak very carefully selected words he didn’t want to screw up. “I knew… Well… I wasn’t expecting all of this.” He motions to the twitching tentacles that were slowly drooping back down from fight or flight mode. “That’s... I don’t think there was ever gonna be anyway for anyone to expect that, but... but I knew you had to be different from everyone else in town. Special.” 

Kenny can’t help it, he snorts at the idea that he’s special. Butter huffs, glaring at him with all the frightful intensity of a pissed off pomeranian. “You are, though! You’re Mysterion! You seriously fought crime in the city, even before Cartman was The Coon! A-and after the rest of the guys stopped playing. You go up against real bad guys with guns and knives and all sorts of bad things! And you always come out on top in the end!”

Kenny wants to tell him how he always managed to come out on top in the end, but that was a tired, old topic that he doesn’t want to explain yet again, only for it to be forgotten the next time he dies. His lips quirk a rueful smile. “I went after you, too, Professor Chaos.”

Butters’ face goes cherry red in the span of four seconds. He giggles breathlessly, shaking his head disparagingly. “Yeah, but I was just a dumb kid that didn’t know what he was doing. I… I just didn’t want to feel lonely and unimportant. Wanted to show I was worth something. Just trying to get attention, I guess.” His smile twists into a sad little moue. “It was silly…”

Kenny winces. He knows it was his three best friends from childhood had caused Butters to feel that way. They weren’t the first to, definitely not the last to, but they had been the ones that had pushed him over that edge. He pushes away from that subject, vowing to do what he can to make sure Butters doesn’t feel that way again. But right now… right now there are far more pressing matters at hand. “You… you’re really not afraid of me…? Of… Of this?”

Butters seems to perk back up from out of his own dark thoughts. He shakes his head, fast and hard, and really he shouldn’t be allowed to be that adorable. “‘Course not. I mean, I was shocked at first! I didn’t know what was going on! But you… you’re still you, Ken. Maybe you got all those weird whatzits on your back, that look like something from a bad anime.” That actually makes Kenny laugh. “But they don’t scare me! And don’t worry! I won’t plan on telling anyone about them or nothing! You’re my best friend and the nicest, smartest, sweetest guy I know! Being part alien or whatever isn’t going to change that. It just makes you even cooler. Much cooler than that Mint-Berry Crunch guy! Hey… whatever happened to him?”

He chuckles, not having the heart to correct him about the nature of his origins… Alien was close enough. And he definitely didn’t want to think about whatever happened to Bradley Biggle. Fuck that guy. He also doesn’t doubt Butters’ word for a second. So he kisses his Buttercup instead, short and sweet, feeling that unsettling sense of trepidation now mixed with a tingle of hopeful anticipation. “So… the whole… tentacles thing… It doesn’t freak you out?”

Butters giggles. “Nuh-uh. Well… it did at first, but they don’t seem too bad. They didn’t hurt me or nothin’.”

He’s pretty sure that he’s now staring at Butters like he hung the moon in the sky just for him. Or maybe like he just lost the last of his marbles. He can't seem to make up his mind. But… hasn’t Butters always had an odd and easy way of accepting things as they came at him? Open-minded to every weird and nonsensical thing South Park has ever thrown his way, and accepting it all with an easy smile. 

Accepting Kenny just as he is. 

He feels something ease in his chest, something in him relaxing that he hadn’t realized had been wound so tight and painful until it was gone. How long had it even been there?

The next thing he knows his lips are on Butters' again, sweet, but needy for more of his easy acceptance of him. Craving the smaller boy like a flower seeking out the sun. And Butters is receptive, eager even. He doesn’t tense or shake in fear, just grins against the press of lips and wraps his arms around Kenny’s neck, fingers sifting through his sandy hair.

It’s perfect, it’s every stupid, cheesy romantic thing Kenny day dreamed about when he was alone, that he’d never admit to even under threat of death. The only way it can be any more perfect is if they were curled up together in a chunky knit blanket watching To Wong Foo, feeding each other chocolate turtles.

He felt just like Chi-Chi Rodriguez right now, getting that declaration of love from Bobby Ray in the form of a vandalized billboard. Except this time Bobby Ray knows the full truth about Chi-Chi, and Kenny won’t have to give Butters up to some pre-teen looking tramp who was actually in her mid-twenties.

He’s drawn away from that odd little tangent by cautious little fingers as they tentatively stroke over a tentacle. It’s a curious touch, and Kenny’s brain short circuits, body jerking back in shock.

“Oh!” Butters squeaks, eyes wide and his slack, kiss plumped lips red and glossy. He licks his lips and shifts under Kenny nervously, dropping his gaze and curling his hands into tight fists. “I… I’m sorry! I… I shouldn’t have. I mean, I shoulda asked first, right? You probably don’t like that and I… I just…” He bites his bottom lip and presses his fisted knuckles together over and over again as he stumbles over his words, a nervous childhood habit he’d never outgrown. “I… I just got… curious! You know? They’re just so… shiny and neat looking, and I… I…”

Kenny stares with wide eyes. Butters… not only is he not scared of his eldritch deformity, he isn’t disgusted or afraid to touch them, actually seems to want to touch them, accepts them so easily as just part of who Kenny is. 

Fuck, he knew he loved this kid for a reason!

“Ken?” Butters' voice is so small, so unsure of himself. “I’m awful sorry, I-!”

He’s cut off by another kiss, Kenny can’t seem to stop doing that, can’t seem to stop being surprised and spurred into action by Butters simply being his normal, sweet self. This time the kiss is consuming, greedy, like Kenny just wants to swallow Butters whole. Like he needs him like he needs air to breathe. And maybe he does. 

And Butters melts into it, gives in like there’s nothing better. He parts those sinfully full lips in surrender and coaxes Kenny to slip into him. The taste of Butters’ mouth is intoxicating as he explores it with his tongue. The little muffled noises he makes between them send shivers down his spine, and his tentacles twitch with barely restrained need to coax more sound out of the smaller blond. 

The soft give of his supple flesh under his hands as he pulls Butters onto his lap is something he doesn’t think he can ever get tired of. His little Butterball. The jiggle of his thighs as his hands roughly grab onto his perfect, round ass is mesmerizing. Not to mention the firm give as he kneads that full posterior over his underwear, the tight cloth accentuating each globe, drawing his fingers to his crack. Butters gasps, his bucking forward, and Kenny can only moan in answer.

He wants. God, how he selfishly wants. Wants to claim every inch of Butters' flesh as his own. He wants to bite, to suck, to scratch, spank, anything he can do to make sure everyone knows that Butters is owned and by who.

He feels the lengths on his back wriggle restlessly, wanting to join in, wanting to help in the ruining of this innocent on his lap. He breaks the kiss with a soft growl, hiding his face against Butters' shoulder. No matter how much he wants… he can’t… he can’t let himself forget. They never let him forget. And he both loves and hates the small hand that instantly tries to offer comfort by stroking his hair.

“This is it… this is where you gotta tell me to stop, Buttercup. If… if you’re not really okay with it. With all of it… all of me. You gotta tell me to stop now.” He’s sure he won’t be able to keep control of them any longer if this keeps going.

Butters only shakes his head, pale blue eyes meeting Kenny’s own with absolute conviction. “I… I don’t want you to stop, Ken.” Butters cups his face in both his hands. They’re so soft that Kenny can hardly stand it. “I want… I want all of it. All of you...”

The sound Kenny makes is absolutely broken, and barely human. He’ll never admit to making it. 

He gives in, he gives up. For the first time ever he doesn’t try to hold his extra appendages back, and the surrender feels so good! With a deep groan and the relaxing of his shoulders, he lets them roam, lets himself feel what they feel.

And they’re so eager to feel. Kenny immediately forgets that he can even move outside of his tentacles, almost forgets he can breathe as he watches them. They curl around Butters’ thighs, glide up his sides, his stomach, over his chest. Butters squirms along their touches, breath hitching, body trembling like he’s trying so hard to hold something back. He arches, tossing his head back, and spreads his legs with a shuddery moan when twin lengths tease the sensitive inner flesh of his thighs. His eyes flutter closed and he bites his lips to stifle every sound that comes afterwards. He’s trembling all over and Kenny can feel it. Can feel every inch of his skin touched by those questing, eager lengths, the quiver of muscle underneath. He gets caught up in just watching them, watching Butters.

“Oh!” Butters gasps and shivers as a nipple is tweaked, the tapered end flicking over the hardening bud of flesh like the tease of a tongue, if not as wet. He smiles endearingly up at Kenny as he reaches shaky fingers towards another length, stopping short of touching, eyes flicking back to his as if asking for permission. 

Kenny laughs and nods. His tentacles are massaging Butters’ thighs and ass, making a slow trek to his cock and balls, but the kid still feels like he needs to ask permission to touch. It’s adorable.

Fingers trace along the length currently trying to make it’s way up to Butters’ face, towards his mouth probably, and Kenny shudders. Being touched feels vastly different from touching, new and even thrilling. The utter awe, the lack of disgust and fear from Butters is just another knot loosened in his chest. “It’s so…” Butters hums. “It’s smooth, but it’s not gooey or nothing. It’s really kinda neat!” 

Kenny laughs again, light and warm, even as he fights the pleasant tingles that Butters’ touch sends racing up and down his spine with such a simple touch. “That’s a unique word choice. It’s so you, Butters.”

The smaller boy blushes, pretending to huff, but it’s ruined by the fact that he can’t seem to stop smiling either. “Well what would you call it?”

“Freaky, weird, scary, something out of a nightmare.” Or a bad anime, he reminds himself with a chuckle.

“Aww… They’re not all that bad once you get use to them. They’re right friendly, even!” Butters coos. “They’re actually kinda cute. Isn’t that right, little fella? You’re a real cutie once someone gets used to ya!” And god help him, Butters Stotch is sweet talking to his tentacles and even nuzzles his face against the inky black length that’s he’s been petting. Probably because it’s been trying to reach for his face the entire time.

It’s too much. “Butters…” Kenny croaks, feeling his cock throb in his boxers. He wishes he could pull Butters closer, grind his aching length against that plush ass. But he’s too mesmerized by the show.

And in reward for his patience, he is given quite the show to see.

“Ah…!” Butters gasps, shivers. “They’re s-super friendly!” He huffs a shaky laugh, like he forgot there were five other tentacles still trying to caress and tease every last inch of his skin, spreading him open for Kenny’s hungry gaze. “Oh…! Ooh…” He tilts back, legs spreading wider when a particularly bold length nudges and rubs against his cloth covered dick. The little blonde bites his lip for a moment, as if he’s trying to ride out a wave of pleasure before he finds his voice again. “T-they’re… oh! They’re not bad… a-at all…”

And then Butters breaks his brain by parting his lips and smacking a wet, sucking little kiss on the tip of the tentacle still butting against his face like a cat. 

“Fuck,” Kenny breathes out, feeling a small tremor run down his spine, each length shuddering almost imperceptibly. 

“Kenny…” Butters sighs in soft, shocked awe. “Your eyes…”

But Kenny doesn’t care about his eyes! With a sudden growl he shoves Butters back onto the bed and looms over him, grabbing his hands by the wrists, pinning him down. He kisses Butters hard, devouring and demanding, swallowing every little keen and moan. He doesn’t pull away until the sunny blond lays limp and trembling on the bed, eyes glazed and half hooded, lips parted as he tries to catch is breath. Kenny licks his own lips slowly. Butters already looks utterly debauched and they were barely starting.

He sits back, lifting Butters by the hips so that they’re slightly tipped up, resting on his folded legs. “God, look at you, Butters. I just… the things I want to do to you. You don’t even know.” Ruin him… he wants to utterly ruin him.

Swallowing between pants for breath, Butters mewls. “S-show me? Show me, Ken?” He tips his hips up almost imperceptibly, rocking shallowly in place, and Kenny moans. “I… I want you to… I want you.”

And if that isn’t the most tempting invitation Kenny has ever heard, he doesn’t know what is. He leans over Butters once again, capturing his lips in another quick, demanding kiss, a ravishing more than anything else. The way that Butters just submits, lets him control… it calls to a part of Kenny that’s been dormant for way too long. He sits back back once more, staring into those glazed, pale blue eyes. “You’re mine, Buttercup.”

“Yours…” Butters breathes out like a benediction.

Kenny can feel another rumble vibrating in his chest, and it’d be more worrying if he was maybe less turned on. “Gonna have you begging for me before the night is over, Buttercup. Gonna have you sobbing my name as I ream out your tight little hole.” He bites his lip, sucking in a slow breath through his teeth as black lengths stroke up Butters’ thighs, curling ‘round and ‘round, squeezing snugly and teasing the seam of leg and hip with narrowed ends. The way Butters whimpers is downright illicit. 

“Gonna spread you wide open for me. Work you over slowly, just because I’d love to watch you lose your mind before I even get my dick wet in you.” Butters keens and shakes his head in denial, but there’s no denying the throb of his cock, the spreading wet spot in his tighty-whities. “I’ll make you cum without even touching your dick, before I even shove my cock in. Just... over and over again until you’ve got nothing left to give and all you can do is shake through each orgasm.” 

Oddly, he feels like he has control now, full control of each length as they stroke and touch his Butters’ body. Like they were waiting for this all along. Waiting for him to accept them. “And when I finally fuck you, when I fucking finally fill up your greedy little boy cunt, I am going use you just as I want. I can keep you on edge for hours, use you as a cock warmer while I grind against your sweet spot so you don’t lose focus on me, on how only I can make you feel that good.” He revels in Butters’ tiny whimpers, the way he bites his lip and trembles just from Kenny’s words. “I’ll drive you to the edge again and again and keep you there, keep you from cumming until I’m good and ready for you to cum. Until you forget your own name and all you can remember is the cock stuffed up your ass and who it belongs to. I’m going to fuck you so open wide and sloppy, stuff you full. Make sure that no one else can ever satisfy you again.”

Butters cries out, head tossing back against the pillows, lips slack and eyes closed tight as smooth, sleek lengths tickle up his sides. They slip down to his hips, pulling his underwear down, exposing his cock to the open air that feels too shivery and cool, even as everything seems to grow hotter. They wrap around his ankles and draw them up, force him to double over as they pull the material down his legs and then off his feet, leaving him utterly bare and so vulnerable. His cock twitches and a thick, translucent drop of pre drips down onto his tummy. Kenny licks his lips, wanting to lap that little droplet up.

“I’m going to start opening you up now Buttercup. I’m going to open you up slowly until you’re begging me to fuck you, to make you cum. But you can’t, okay? Because you know that good boys only cum when they’ve been given permission.” Butters wails then, and Kenny can only growl in answer. “Tell me who you belong to!” 

“Y-you!” Butters sobs. Kenny has never had the deepest voice in their friend group. No, that honor went to Craig. But right now, the deep rasp of Kenny’s growling words makes Butters quiver all over. It reminds him of Mysterion and the crush he had on the Superhero before he even knew who he truly was. 

“Good. You’ve always been so good for me, haven’t you Butters? And good boys deserve rewards.” 

Butters bites his lip hard on a whine.

“What would you like, baby?” The sunny blond doesn’t answer, just shakes his head. Kenny hums in amusement. “Can’t think of anything?” Once again Butters shakes his head. “Do you want me to think of something?” He’s answered with a short, quick nod. “Hm… Alright. What if I just rub your sweet spot until you don’t even need your cock to feel the most intense orgasm of your life?” He traces a finger along Butters’ taint, adding the faintest scrape of a fingernail at the end.

Butters gasps sharp, hips jerking. 

“And then, what if I do it again? Over and over again. Make you feel so good it hurts, and then push past the hurt to make it all good again.” Even as Kenny says this, a tentacle wraps around Butters length, and the small blond screams. It undulates in pulsing waves as the tapered tip teases over his slit, an almost threat to work it’s way in, but not quite. Butters’ body arches sharply, only to be held down by the tentacles around each thigh once again.

“God, just look at you, baby. We’ve barely started and you’re already this desperate. Is all that just for me?” He doesn’t push Butters to speak, accepting the urgent, fast, little nod as all the answer he needs. His hands caress Butters’ thighs and he leans down, pressing a kiss to the back of Butters’ knee, nipping on his calf before sucking a small red mark onto it, holding onto him firmly when Butters kicks reflexively, no doubt the action ticklish. 

“Fuck, you have no idea, Leo. How badly I’ve always wanted to put my mouth on every inch of your skin. Think about it all the time. Sometimes in class. Especially in class! You’d be reading some passage in Literature and all I can think about is blowing you in front of the entire class, biting marks onto your gorgeous, round ass.” He pinches said ass, squeezing his tentacle around Butters’ cock at the same time, leering with a grin.

The smaller boy yelps, lost between wanting to get away from those pinching fingers and wanting to thrust into the rippling, ribbed sleeve encasing his dick. “Kenny!” Butters gasps, hips bucking helplessly. Kenny is sure that if he didn’t,squeeze down just then when he had, Butters would have cum then and there, spraying his own chest with milky white. The poor boy whimpers and trembles, biting his pretty pink lips hard.

“I bet you mark up so pretty,” Kenny sighs wistfully. “Always wanna make you my work of art, covered in red and purple bruises in the shape of my teeth, my mouth, my hands. I want to double you over and fuck you raw and hard and make you cum all over yourself like a good little slut.” Butters keens brokenly, and Kenny has to squeeze the length around the base of Butters’ cock again. The poor boy is already on edge. It only spurs Kenny on. “Wanna keep you here for hours, Butters. Right on this edge. Until you’re mindless, only knowing how to moan my name and beg me like a good little boy to let you cum.”

“Ken! Kenny, please!” Butters begs obediently, body straining, hands still held above his head with tentacles now instead of just Kenny’s order. 

It’s definitely the hottest thing Kenny has ever seen in his life. 

“You gonna be good for me, Buttercup? You gonna be my good little slut?”

The poor boy can only nod, hard and fervent.

He could tease further, refuse Butters until he got him to use his words to get what he wants, but he also feels like he’s pushing for way too much too fast already. It’s only their first time together! So instead he caresses Butters’ hair with his hand, stroking the light blond locks away from his face, cooing softly when Butters leans his cheek against his touch like a kitten eager for affection. “Good. Now open wide for me, Butters,” Kenny soothes, murmuring praise when the smaller boy obeys without hesitation, mouth open wide, tongue sticking out, looking at Kenny for confirmation that he did well. “There’s a good boy…”

Butters sighs out a moan, like the words were a physical caress over his body. And when a tentacle slips into his waiting mouth, he’s quick to lean towards it, tongue curling over the length like an eager kiss. “Mmmm…” He wraps his lips around it, and Kenny shudders, eyes fluttering from the surprising intensity of sensation. Holy shit. What the hell was he thinking denying himself this? Butters suckles sweet and eager, moaning when it thrusts in and out shallowly. 

It’s like having his own personal tentacle porno. His gorgeous Butters trussed up, spread open wide, bucking and contorting with and against each smooth caress and grope, breathing hard through his nose as the one in his mouth thrusts a little deeper, the one around his cock squeezing hard enough Kenny knows it just kept him from cumming once again. Especially with the loud keening sound that Butters makes, wrenching free of the one tentacle eager to keep exploring his mouth.

“Ken! Ken, I need…. Please… I gotta…!” Butters wails, body convulsing, desperately seeking out friction. 

Kenny licks his dry lips, nudging his hips forward, his aching and ignored cock just brushing against Butters’ thigh. It’s so tempting to just give in to his boy’s pleas. He wants this just as badly. Needs it as much as Butters does. Probably more. “Not yet, Buttercup. But you’re doing so good for me. Soon, I promise.” The tentacle dripping with saliva wastes no time slipping down Butters’ plump body, not touching before it slips between his legs. He barely has to touch Butters’ tight furrow of muscles before the sunny blonde is wailing, jolting as hard as he can in his hold before going limp and breathless. 

“Oh…” Kenny gasps softly, feeling the pulse, if not the wet sticky release, but he’s no less sure that Butters just came right then despite the lack of ejaculate. He grins, all teeth and feral lust. “Did you just cum dry, Buttercup? That’s some serious talent. I barely touched you. Just one little touch here…” The tentacle brushes over his entrance again, and Butters jolts in one last twitch of climax, whining high and desperate. Kenny can feel his own cock dribble a string of pre-cum in sympathy. “Just one touch to your little, pink hole and you lost it Butters. You that eager to have your hole plugged up and full?”

Butters whines again, shaking his head in answer.

“No? I think you’re lying to me, Butters. Good boys don’t lie, do they?” The tentacle around Butters’ cock unwinds, smeared with the boy’s precum. Kenny summons it to his own mouth, tongue swiping to gather up some of the blond’s release, the heat of his own mouth drawing out a long, low moan. He’d think more of this strange sort of autofellatio later. Right now he just wanted to enjoy the somewhat bitter taste of Butters’ pre-ejaculate.

And the way Butters moans lewdly as he watches him do it.

The tentacle pulls free with a wet slurp. “I think you like it, Butters. You’re not freaked out by these little guys. In fact, I think they turn you on. I bet you want them all inside you. Twisting and writhing and rubbing all over your insides.” The now slick, black length joins the other between Butters’ legs, rubbing and pressing against the slowly relaxing pucker of his entrance. “I think... you want your ass to be filled to capacity.” He licks his lips as Butters shudders through a sob as the thin tips of both tentacles work their way in, carefully spreading him open for a third length to slowly work it’s way inside. “But I think… I think more than anything, you find the idea of being fucked by tentacles hot.”

Butters wails and shakes his head in denial even as he tries to thrust back against the slick intrusion inside his ass. Despite the way his cock gave a hard twitch and a thick dribble of pre-cum runs down his length.

“Don’t lie to me, Butters. Do you have hentai fantasies? Fantasies where you’re dressed in one of those school girl uniforms? Have you ever thought of what it might be like to be violated by all these slippery, slimy tentacles stuffing your ass and your mouth full? Twisting and pulling your nipples until they’re puffy and bruised?” 

“KEN!” Butters scream and a black length is there to fill his mouth again, shoving in hard, almost enough to make the boy gag. At the same time, other lengths twist around his nipples, tugging harshly. But Butters just eagerly sucks on the tentacle in his mouth, sloppy, muffling whimpers as the one in is ass works in deeper, brushing against his prostate. The two that had worked him open continue to tease over his rim, prodding the spread open muscles, working in carefully, tugging at the ring of muscles.

“It’s happening now, Butters. There’s a tentacle in your ass, spreading your greedy hole open, rubbing all your sweet spots. Your ass is so fucking hungry for it, it’s sucking it in deeper, Butters. I can feel it… It feels sooo good inside you.” And it did. It didn’t feel the same as it would with his cock, but it still felt addictively good. “And even better, there’s another fucking your mouth.” Butters moans and sucks on the thrusting length even harder, tilting his head to take in more. “You’re trying to deepthroat it, aren’t you, Buttercup? You want it as deep inside you as it can go. It’s almost too bad they can’t actually cum all inside you, stuffing you so full that you grow even more soft and round with cum, knock you up with a tentacle monster baby.”

And that… that odd as fuck dirty talk is what finally pushes Butters over the edge he’d been teetering over. His cock no longer wrapped up tight, there’s nothing to stop the boy from cumming. Without even a sound of warning, his body tenses and jolts, his ejaculate spraying his own chest and stomach. His muscles spasm and clench down almost painfully hard around the undulating black length, and Kenny gasps, curling over the smaller blond, a loud, long groan punched out of him. 

It’s only after he can catch his breath again that he even realizes that he just came in his pants, cock completely untouched. “Holy shit… oh my fuck, Buttercup, that was fucking hot.” He huffs in laughter, feeling borderline manic. He did it. He really did it. He let go. He’d let this dark aspect of his nature break free and the world didn’t come to a screeching end. People didn’t run screaming from him, or try to chase him down with torches and pitchforks. The world kept turning and the boy of is dreams lay splayed open and blissed out on the bed under him, looking lucious and dopey and so… so perfect.

Deliciously wrecked and fucked out. All flushed red and panting, glistening with sweat, hair clinging to his forehead, cum splattered and smeared over his thighs, still dribbling a final pulse down to the soft, thick curls at the base of his cock. It was enough to make Kenny’s own cock twitch with new interest. But while the spirit was willing, the body was only so superhuman. He’d need a least a few minutes.

“Hey Buttercup… you with me?” The smaller boy’s eyes are glazed over and far away, lips full and rosy, wet, tantalizing, tempting Kenny back to them. And who was he to deny that siren’s call? He leans over Butters, sealing their lips together in a slow, amorous kiss, humming when Butters responds like it’s second nature. Like kissing Kenny is the most natural thing in the world. Kenny can’t even admit to himself how much he likes that idea.

When he finally draws back, Butters seems a bit more aware, gazing up at Kenny with hooded eyes. “Ken…?”

Kenny smiles. “Welcome back, Leo… How are you feeling?”

“I… well I…” It hardly seems possible, but Butters face actually turns redder, the color travelling all the way up to the tips of his ears. 

The immortal chuckles. “That good, huh?”

Butters squeaks and hides his face behind his hands. “Oh gosh, Ken! Don’t make me have to say it!” Silence follows, and Butters peeks between his fingers to see Kenny staring down at him with an expectant quirk of his eyebrow. He whines, pressing his hands down harder, until colors sprang to life behind his eyelids like a faded technicolor lava lamp. “I… It… it was really good! I… I can’t believe it! That… that we did all that!” 

Kenny grins, leaning down to press a chaste little kiss to the back of one of Butters’ hands, then lower still to lick at the shell of his ear. His voice is just a raspy breath when he speaks. “Oh… We’re going to do a lot more than that, Buttercup...” The smaller blond gasps sharply, shivers hard all over. Kenny can feel the his cock twitch against his own. Oh fucking hell yes. “By the time we’re done, you’re not even going to be able to walk straight.”

“Oh… oh god…” Butters gasps, suddenly gripping Kenny by the shoulders and pushing the stunned boy up, only to yank him back down to meet him in a demanding kiss that nearly clacks their teeth together. It’s rough and biting, Butters sucking hard on Kenny’s bottom lip as he draws back. “S-show me.” It may sound like a question, but it is very much of a demand.

Kenny stares stunned, like a deer caught in the headlights. He licks his lips and slowly grins. “As you wish.” And no, he really didn’t have a secret thing for romantic movies. What are you even talking about? That’s not why he calls Butters his Buttercup, either. Shut up!

The point is that Kenny spends the next few hours showing his sweet Leo just exactly what he means. He takes his time, using both fingers and multiple tentacles to work Butters open, work him up, let him cum over and over again before Kenny even joins in, keeping his promise to work the smaller blond up to the peak again and again until he shook apart with only dry orgasms, his body too wrung out to have anything more to give.

Even after all of that, by the time Kenny slides into what feels like home, Butters still keens and begs for him, his body clenching hot and tight like it’s trying to suck him in and never let go. He almost loses it within the first minute, it’s too much, too good. The anticipation and all the stimulation to his tentacles had worked him up too close to the edge, but in the end it was Butters moaning his name that did him in, his vision whiting out from the intensity of that soul shattering orgasm.

Not that it was the end of it, not by a long shot.

Twenty minutes later, he was working Butters through another orgasm as he rimmed him, only to plunge back into that still clutching heat in one smooth stroke. Somewhere in the the haze of it all they wound up on the floor, Butters bouncing himself eagerly on Kenny’s lap and the tips of at least three tentacles that were getting too greedy. Or maybe the greedy one is Butters, moaning for more and more and more.

That’s how Token finds them. Or at least that’s how he finds Butters and just Kenny’s feet planted firmly on the floor, the rest of him blessedly hidden behind the bed, though maybe the tops of his knees are also visible where he’s offering support at Butters’ back? The party had ended without them, and Token was less than impressed to find them going at it in one of his guest rooms.

But Token was also a real peach. He knew both of their home lives, knew that Kenny’s house was no place to take Butters, and taking Kenny to Butters’ place was like signing his death warrant. So he let them stay the night on the conditions that they try not to be too loud, and they better clean up after themselves, to include washing the sheets and even the carpet.

Butters’ adorable salute and serious face as he promises they’ll leave the room spic and span, Token can count on him! That makes Kenny’s cock throb and pulse a small jet of cum, which makes Butters gasp and bite his lip to stifle his own surprised moan. Which in turn makes Token scoff and groan about how he really didn’t need to see that.

Kenny can’t bring himself to care. All that he cares about is that Butters is still gently grinding on his dick and that Token can’t actually see the tentacles wrapped around Butters’ cock and working their way in alongside him inside Butters’ still impressively tight channel.

Life is good.

Or at least life is good until they’re both laid out on the bed once again, Butters tucked and nuzzled against his side. That’s when Kenny remembers that none of this can last forever… or even very much longer. He wasted so much time worrying about his freaky body. Time he could have used being with Butters, loving him like he deserved. 

With a soft sigh, Kenny kisses the top of the sunny blond’s head. 

“Mmn?” Butters roused from his light sleep. “Ken…? Wha’s wron’?” He slurs sleepily. 

Kenny chuckles, kissing the top of his head again. “Right now, nothing is wrong, Buttercup. Everything is absolutely perfect for the first time ever.”

The answering smile Butters gives him is so sweet and bright. First light of dawn and all that. He presses a kiss to Kenny’s clavicle and settles back down. “I think so, too.”

Ugh, direct hit to his heart. This just isn’t fair. But… he was done hiding himself and his thoughts. At least from Butters. “I just wish… that I hadn’t wasted so much time being afraid…”

“Whaddaya mean?” Butters peeks up at him with those crystalline blue eyes and it’s too much for Kenny to bear.

“I mean… in a few weeks I’ll be moving to New York. I… I don’t know that I’ll see you again, Leo. I don’t want to let you go, but I’m not going to ask you to put your life aside to bring you along with me.”

“Oh… well… you don’t gotta do that, Ken. I’m going to New York, too.”

“Wait… what?”

“Yeah. I got a scholarship to NYU for one of their dancing programs.”

All he can do is gape like a fish out of water. “I… Butters! Why didn’t you ever say anything?”

“Well… ya never asked me!” 

And maybe he should be annoyed by that answer. Maybe he should even be pissed off, but instead Kenny finds himself laughing. He turns onto his side to better face his little lover and he kisses him soundly, unable to stop grinning. Because for once life was working in his favor. Because the commute from Juilliard to NYU was a hell of a lot closer than Colorado. Seeing his Buttercup every week would be manageable, definitely doable, and for once Kenny didn’t have to give something up to get what he wanted.

Life is definitely good.

“Hey Ken? Didja know that your eyes glow when you go all intense?”

“... Wait, what…?!”

No, forget it. Fuck his life.

**Author's Note:**

> So what did you think? I'm really, really rusty when it comes to writing, especially to writing smut, so I apologize if it wasn't that great.
> 
> But if you enjoyed it, please leave a comments and kudos! And if you really enjoyed it and would like to show some appreciation, please feel free to [buy me a coffee!](https://ko-fi.com/S6S7GR98) Thanks!


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